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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 24F-2
Annual Notice of Securities Sold
Pursuant to Rule 24f-2
Read instructions at end of Form before preparing Form. Please
print or type.
1. Name and Address of issuer: The Alliance Portfolios
1345 Avenue of the Americas
New York, New York 10105
2. The name of each series or class of securities for which this
Form is filed (If the Form is being filed for all series and
classes of securities of the issuer, check the box but do not
list series or classes): / /
Alliance Short-Term U.S. Government Fund
3. Investment Company Act File Number: 811-05088
Securities Act File Number: 33-12988
4(a). Last day of fiscal year for which this Form is filed:
August 31, 1998
4(b)./ / Check box if this Form is being filed late (i.e., more
than 90 calendar days after the end of the issuer's
fiscal year). (See Instruction A.2)
Note: If the Form is being filed late, interest must be paid on
the registration fee due.
4(c)./ / Check box if this is the last time the issuer will be
filing this Form.
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5. Calculation of registration fee:
(i) Aggregate sale price of securities
sold during the fiscal year pursuant
to section 24(f): $39,340,106
(ii) Aggregate price of securities redeemed
or repurchased during the fiscal year: $33,061,825
(iii) Aggregate price of securities redeemed
or repurchased during any prior fiscal
year ending no earlier than October 11,
1995 that were not previously used to
reduce registration fees payable to the
Commission: $ -0-
(iv) Total available redemption credits
[add Items 5(ii) and 5(iii)]: -$33,061,825
(v) Net sales - if Item 5(i) is greater
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: $ 6,278,281
(vi) Redemption credits available for use
in future years - if Item 5(i) is less
than Item 5(iv) [subtract Item 5(iv)
from Item 5(i)]: $ ( -0- )
_________
(vii) Multiplier for determining registration
fee (See Instruction C.9): x .000278
(viii) Registration fee due [multiply Item
5(v) by Item 5(vii)] (enter -0- if no
fee is due): = $1,745.36
6. Prepaid Shares
If the response to item 5(i) was determined by
deducting an amount of securities that were
registered under the Securities Act of 1933
pursuant to rule 24e-2 as in effect before
October 11, 1995, then report the amount of
securities (number of shares or other units)
deducted here: -0-. If there is a number of
shares or other units that were registered
pursuant to rule 24e-2 remaining unsold at the
end of the fiscal year for which this form is
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filed that are available for use by the issuer
in future fiscal years, then state that number
here: -0-.
7. Interest due - if this Form is being filed
more than 90 days after the end of the
issuer?s fiscal year (see Instruction D): + $-0-
8. Total of the amount of the registration fee
due plus any interest due [line 5(viii)
plus line 7]: = $1,745.36
9. Date the registration fee and any interest
payment was sent to the Commission's lockbox
depository: November 20, 1998
Method of Delivery:
/X/ Wire Transfer
/ / Mail or other means
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Signatures
This report has been signed below by the following
persons on behalf of the issuer and in the
capacities and on the dates indicated.
By (Signature and Title)* /s/Andrew L. Gangolf
_____________________
Andrew L. Gangolf
Assistant Clerk
Date November 20, 1998
*Please print the name and title of the signing
officer below the signature.
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00250184.BF1
